EXHIBIT
10.1

     

    ASSET
PURCHASE AGREEMENT

     

    by and
among

     

    UV
FLU TECHNOLOGIES, INC.

     

    and

     

    AMAIRPURE,
INC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSET
PURCHASE AGREEMENT

     

    THIS
ASSET PURCHASE AGREEMENT (“Agreement”), dated as
of December 16, 2009 (the “Execution Date”), is
entered into by and among UV Flu Technologies, Inc. a Nevada corporation (“UV Flu” or “Buyer”), and
AmAirpure, Inc., a Nevada corporation (“Seller”).  Seller
and Buyer are referred to in this Agreement (as defined hereinafter)
collectively as the “Parties” and
individually as a “Party.”

     

    RECITALS

     

    WHEREAS,
Seller owns certain assets, including assets that are utilized in connection
with the design, development, manufacture, sale and distribution of technology
and products including air purification systems (such business referred to as
the “Business”);
and

     

    WHEREAS,
Buyer wishes to purchase from Seller, and Seller desires to sell to Buyer,
substantially all of the assets of Seller relating to the Business (other than
the Excluded Assets (as defined hereinafter)), and Buyer is willing to assume
the Assumed Liabilities (as defined hereinafter) with respect to the Business,
all for the consideration and upon the terms and conditions set forth in this
Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the respective representations, warranties,
covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:

    


    ARTICLE
I

    Definitions

    


    1.1         Definitions.  In
addition to the terms defined above and other terms defined in other Sections of
this Agreement, the following initially capitalized terms have the following
meanings when used herein:

    


    “Acquired Assets” has
the meaning set forth in Section 2.1.

    


    “Acquisition
Transaction” has the meaning set forth in Section 7.6(a).

    


    “Affiliate” has the
meaning set forth in Rule 12b-2 of the regulations promulgated under the
Exchange Act.

    


    “Agreement” means this
Asset Purchase Agreement, including all Schedules and Exhibits hereto, as it may
be amended from time to time in accordance with its terms.

    


    “Allocation Schedule”
has the meaning set forth in Section 3.2.

    


    “Assignment and Assumption
Agreement” means the Assignment and Assumption Agreement between Seller
and Buyer, the form of which is attached hereto as Exhibit A.

    


    “Assignment of
Contracts” means the Assignment of Contracts between Seller and Buyer,
the form of which is attached hereto as Exhibit B.


    
      
         


      

      
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    “Assumed Liabilities”
has the meaning set forth in Section 2.3.

    


    “Bill of Sale” means
the Bill of Sale between Seller and Buyer, the form of which is attached hereto
as Exhibit C.

    


    “Business Day” means
any day other than a day which is Saturday or Sunday or other day on which
commercial banks in Boston, Massachusetts are authorized or required to remain
closed.

    


    “Buyer Indemnified
Party” has the meaning set forth in Section 10.1(a).

    


    “Buyer Schedules” has
the meaning set forth in the opening paragraph of Article VI.

    


    “Cash” means cash and
cash equivalents (including marketable securities and short-term
investments).

    


    “Closing” means the
closing of the purchase and sale of the Acquired Assets and the assignment and
assumption of the Assumed Liabilities, each as contemplated by this
Agreement.

    


    “Closing Date” has the
meaning set forth in Section 4.1.

    


    “Closing Shares” has
the meaning set forth in Section
3.1(a).

    


    “Commission” means the
United States Securities and Exchange Commission.

    


    “Common Stock” has the
meaning set forth in Section
3.1.

    


    “Consent” means any
consent, approval, authorization, consultation, waiver, permit, grant,
agreement, license, certificate, exemption, order, registration, declaration,
filing or notice of, with or to any Person, in each case required to permit the
consummation of any of the transactions contemplated hereby.

    


    “Contract” means any
written or binding oral contract, agreement, instrument, order, arrangement,
commitment or understanding of any nature, including sales orders, purchase
orders, leases, subleases, data processing agreements, maintenance agreements,
license agreements, sublicense agreements, distribution agreements, supply
agreements, loan agreements, promissory notes, security agreements, pledge
agreements, deeds, mortgages, guarantees, indemnities, warranties, employment
agreements, consulting agreements, sales representative agreements, joint
venture agreements, buy-sell agreements, options or warrants.

    


    “Customers and
Distributors” has the meaning set forth in Section 5.15.

    


    “Encumbrance” means
any lien, mortgage, security interest, pledge, conditional sale agreement, title
retention agreement or other charge or encumbrance of any nature whatsoever on
any property or property interest.

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    “Excluded Assets” has
the meaning set forth in Section 2.2.


    
      
         


      

      
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    “Excluded Liabilities”
has the meaning set forth in Section 2.4.

    


    “FDA” means the U.S.
Food and Drug Administration and similar federal, regional,
state, local or foreign Governmental Authorities.

    


    “Finished Inventory”
means any stock of finished Products maintained by Seller or any of its
Affiliates anywhere in the world.

    


    “GMP” has the meaning
set forth in Section 5.13(e).

    


    “Governmental
Authority” means any supra-national, federal, regional, state, local or
foreign government or other political subdivision thereof, and any entity,
department, commission, bureau, agency, authority, board, court, official or
officer, domestic or foreign, exercising executive, judicial, regulatory or
administrative governmental functions.

    


    “Holder” means the
individual or entity that has right and title to a share or warrant on the date
specified.

    


    “Inbound Licenses” has
the meaning set forth in Section 5.9(b)(i).

    


    “Indemnified Party”
means any Person entitled to indemnification under Article X.

    


    “Indemnifying Party”
means any Person providing indemnification under Article X.

    


    “Information
Statement” means an information statement prepared by Seller and
distributed to Seller’s shareholders related to the Transaction Written Consent
and/or the Required Stockholder Vote.

    


    “Intellectual Property
Assets” means any and all of the following, as they exist throughout the
world: (a) patents, patent applications of any kind, patent rights, inventions,
discoveries and invention disclosures (whether or not patented) (collectively,
“Patents”);
(b) rights in registered and unregistered trademarks, service marks, trade
names, trade dress, logos, packaging design, slogans and Internet domain names
and registrations and applications for registration of any of the foregoing
(collectively, “Marks”); (c)
registered and material unregistered copyrights in both published and
unpublished works, and all copyright registrations and applications, and all
derivatives, translations, adaptations and combinations of the above, including
copyrights in (i) all design history files, (ii) the Manufacturing Instructions,
and (iii) all documents primarily related to the Products and controlled by
Seller (collectively, “Copyrights”);
(d) know-how, trade secrets, confidential or proprietary information,
research in progress, algorithms, data, designs, processes, formulae, drawings,
schematics, blueprints, flow charts, models, strategies, prototypes, techniques,
customer lists and contact numbers/addresses, business strategies, forecasts,
testing procedures and testing results (collectively, “Trade Secrets”); (e)
any and all other intellectual property rights and/or proprietary rights
relating to any of the foregoing; (f) all licenses and other Contracts under
which Seller has sold, licensed, leased or otherwise transferred or granted any
interest or rights to any Marks, Patents, Copyrights or Trade Secrets and (g)
goodwill, franchises, permits, consents, approvals, and claims of infringement
and misappropriation against third parties.

    


    “Inventory” shall mean
all inventory of the Products together with all inventory of raw materials,
work-in-progress related to the Products and finished goods inventory of the
Products, whether held at a location or facility of Seller (or of any other
Person on behalf of Seller) or in transit to or from Seller (or any such other
Person).


    
      
         


      

      
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    “Knowledge” of the
Seller means the actual knowledge after due inquiry of one or more of the
officers of the Seller with respect to matters relating to the
Seller.  “Knowledge” of the Buyer means the actual knowledge after due
inquiry of one or more of the officers of the Buyer with respect to matters
relating to the Buyer.

    


    “Law” means each
provision of any currently existing federal, state, local or foreign civil and
criminal law, statute, ordinance, order, code, rule, regulation or common law
promulgated or issued by any Governmental Authority, as well as any judgments,
decrees, injunctions or agreements issued or entered into by any Governmental
Authority.

    


    “Liability” means,
with respect to any Person, any liability or obligation of such Person, whether
known or unknown, absolute or contingent, accrued or unaccrued, disputed or
undisputed, liquidated or unliquidated, secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise, and whether or not the same is required to be accrued on the
financial statements of such Person.

    


    “Losses” has the
meaning set forth in Section 10.1(a).

    


    “Manufacturing
Instructions” means those manufacturing, packaging and labeling
specifications for the Products used by Seller or Seller’s Affiliates in the
production and supply of the Products.

    


    “Material Adverse
Effect” means a material adverse effect on the business, assets,
financial condition, results of operations or prospects of the Business or the
Acquired Assets, taken as a whole; provided, however, that
Material Adverse Effect shall exclude any adverse changes or conditions as and
to the extent such changes or conditions are proximately caused by (a) public or
industry knowledge of the transactions contemplated by this Agreement
(including, without limitation, any action or inaction by the Business’
employees, customers and vendors) or (b) general economic conditions or other
conditions generally affecting the industry in which the Business
competes.  Seller may, however, at its option, include in the
Schedules of this Agreement or elsewhere items that would not have a Material
Adverse Effect within the meaning of the previous sentence in order to avoid any
misunderstanding, and such inclusion shall not be deemed to be an
acknowledgement by Seller that such items would have a Material Adverse Effect
or further define the meaning of such term for the purposes of this
Agreement.

    


    “Notice of
Termination” has the meaning set forth in Section 9.2.

    


    “Ordinary Course”
means ordinary course of business consistent with past custom and practice
(including with respect to quantity and frequency).

    


     “Other Agreements”
means, collectively, the Assignment and Assumption Agreement, the Assignment of
Contracts, the Bill of Sale, the Patent Assignment, and other agreements entered
into by Seller and Buyer in connection herewith.

    


    “Outbound Licenses”
has the meaning set forth in Section 5.9(d).

    


    “Patent Assignment”
means the Patent Assignment between Buyer and Seller, the form of which is
attached hereto as Exhibit D.


    
      
         


      

      
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    “Permitted
Encumbrances” means (a) Encumbrances for Taxes not delinquent or past
due; (b) pledges or deposits of money securing statutory obligations under
workers’ or unemployment compensation Laws (excluding Encumbrances under ERISA);
(c) mechanic’s, material man’s, supplier’s, vendor’s or similar liens arising in
the Ordinary Course securing amounts that are not delinquent or past due; (d)
Encumbrances relating to purchase money security interests arising in the
Ordinary Course; (e) zoning ordinances, easements and other restrictions of
legal record affecting real property that would be revealed by a survey and
would not, individually or in the aggregate, materially interfere with the value
or usefulness of such real property to the Business; or (f) Encumbrances set
forth on Schedule
1.1(a).

    


    “Person” means any
individual, corporation, partnership, joint venture, limited liability company,
trust or unincorporated organization or government or any agency or political
subdivision thereof.

    


    “Product” or “Products” means those
products identified on Schedule 1.1(b)
(and for the avoidance of doubt does not mean specific units
thereof).

    


    “Purchase Price” has
the meaning set forth in Section 3.1.

    


    “Regulatory Approval”
shall mean, with respect to a country, any and all approvals, substantial
equivalence determinations, licenses, permits, registrations or authorizations
of any Regulatory Authority necessary in order to commercially distribute, sell,
market or clinically investigate the Products in such country, including, where
applicable and as required, (a) pricing or reimbursement approval in such
country, (b) pre- and post-approval investigational and marketing authorizations
(including any prerequisite manufacturing approval or authorization related
thereto), (c) labeling approval and (d) technical, medical and scientific
licenses.

    


    “Regulatory Authority”
shall mean any Governmental Authority regulating or otherwise exercising
authority with respect to the testing, manufacture, storage, distribution, use,
promotion, marketing, sale and importation of Products, including the
FDA.

    


    “Regulatory
Documentation” shall mean all applications, registrations, licenses,
authorization and approvals (including all Regulatory Approvals), all
correspondence submitted to or received from Regulatory Authorities (including
minutes and official contact reports relating to any communications with any
Regulatory Authority) and all supporting documents and all clinical studies and
tests, related to the Products, and all data contained in any of the foregoing,
including all 510(k)s, letters to file concerning device modifications, pre- and
post-approval marketing authorizations, investigational device exemptions,
product labeling, advertising and promotion documents, manufacturing data,
complaint files, adverse event files, correction and removal records and
reports, and all documents pertaining to recalls of the Products.

    


    “Representatives” has
the meaning set forth in Section 7.6(a).

    


    “Required Stockholder
Vote” has the meaning set forth in Section 5.2(b).

    


    “Schedule of Acquired
Assets” has the meaning set forth in Section
2.1(a).

    


    “Schedules” has the
meaning set forth in the opening paragraph of Article V.

    


    “Securities Act” means
the Securities Act of 1933, as amended.

    


    “Seller Balance Sheet”
has the meaning set forth in Section 5.5(b).

    


    “Seller Indemnified
Party” has the meaning set forth in Section 10.2(a).

    


    “Seller In-Licensed
Intellectual Property Assets” has the meaning set forth in Section 5.9(b)(i).


    
      
         


      

      
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    “Seller Marks” has the
meaning set forth in Section
5.9(a).

    


    “Seller Parties” has
the meaning set forth in Section 9.3(c).

    


    “Seller Patents” has
the meaning set forth in Section 5.9(a).

    


    “Seller Termination
Fee” has the meaning set forth in Section 9.3(a).

    


    “Seller Trade Secrets”
has the meaning set forth in Section 5.9(b)(viii).

    


    “Shareholder” has the
meaning set forth in Section
4.3.

    


    “Suppliers” has the
meaning set forth in Section 5.16.

    


    “Tangible Assets” has
the meaning set forth in Section 2.1(a).

    


    “Termination Date” has
the meaning set forth in Section 9.1(b).

    


    “Third Party Intellectual
Property Assets” has the meaning set forth in Section 5.9(b)(iv).

    


    “Taxes” means all
taxes, charges, fees, duties, levies or other assessments, including income,
gross receipts, net proceeds, ad valorem, turnover, real and personal property
(tangible and intangible), sales, use, franchise, excise, value added, license,
payroll, unemployment, environmental, customs duties, capital stock, disability,
stamp, leasing, lease, user, transfer, fuel, excess profits, occupational and
interest equalization, windfall profits, severance and employees’ income
withholding and Social Security taxes imposed by the United States or any
foreign country; by any state, municipality, subdivision or instrumentality
thereof or by any other tax authority and such term shall include any interest,
penalties or additions to tax attributable to such taxes.

    


    “Tax Return” means any
return, declaration, report, claim for refund or information return or statement
relating to Taxes, including any schedule or attachment thereto and any
amendment thereof.

    


    “Transaction Written
Consent” has the meaning set forth in Section 7.4(a).

    


    “Transfer Taxes” has
the meaning set forth in Section 7.7(a).

    


    “Transferred
Contracts” shall mean each Contract listed in Schedule 1.1(c).

    


    “Updated Schedule
2.1(d)” has the meaning set forth in Section 2.1(d).

     

    1.2         Construction.  The
language in all parts of this Agreement is to be construed in all cases
according to its fair meaning.  Seller and Buyer acknowledge that each
Party and its counsel have reviewed and revised this Agreement and that any rule
of construction to the effect that any ambiguities are to be resolved against
the drafting Party are not to be employed in the interpretation of this
Agreement.  Whenever used herein, the words “include,” “includes” and
“including” mean “include, without limitation,” “includes, without limitation”
and “including, without limitation,” respectively.  The masculine,
feminine or neuter gender and the singular or plural number are each deemed to
include the other(s) whenever the context so indicates.  “Days” means
calendar days unless otherwise specified.  Whenever used herein, the
words “Seller” and “Buyer” include their respective Affiliates whenever the
context requires or to the extent applicable.  The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement
refer to this Agreement as a whole (including any Exhibits and Schedules hereto)
and not to any particular provision of this Agreement, and all Article, Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.  All references to “Dollar” or “$” refer to the lawful
money of the United States.


    
      
         


      

      
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    ARTICLE
II

    Purchase and
Sale

    


    2.1         Agreements to Purchase and
Sell.  Subject to the terms and conditions of this Agreement,
and except for the Excluded Assets, at the Closing, Seller shall sell, transfer,
convey, assign and deliver to Buyer, and Buyer shall purchase and accept from
Seller, free and clear from any Encumbrances other than Permitted Encumbrances,
all right, title and interest of Seller in and to all of the assets, properties,
interests and rights comprising the Business, of every kind and description,
existing as of the date of this Agreement or acquired through the Closing,
including all of the following assets (collectively, the “Acquired
Assets”):

    


    a)           subject
to Section 7.12,
the fixed and other tangible personal property and assets arising out of,
relating to or resulting from the Business, including tooling, fixtures,
equipment, computer systems and software, furniture, machinery, office
equipment, furnishings and instruments, set forth on Schedule 2.1 (such
Schedule sometimes referred to as the “Schedule of Acquired
Assets”), whether owned by Seller or its Affiliates (the “Tangible
Assets”);

    


    b)           all
goodwill directly arising from, related to or resulting from the
Business;

    


    c)           all
Seller Intellectual Property Assets relating to the Business, including without
limitation those set forth on the Schedule of Acquired Assets;

    


    d)           all
Inventory, including any Inventory on loan to or being used by any customers,
clinicians or others for evaluation, testing or in conjunction with any studies
or trials, including the Inventory set forth on the Schedule of Acquired Assets,
which Schedule shall be updated prior to the Closing to (i) include any
Inventory that is acquired by Seller between the Execution Date and the Closing
Date; and (ii) exclude any Inventory that is disposed of by Sellers between
the Execution Date and the Closing Date (the “Updated
Schedule 2.1(d)”); provided, however, that Buyer may,
by  notice to Seller before the Closing Date, elect not to acquire
such items of Inventory as Buyer may specifically identify the Seller before the
Closing Date;

    


    e)           all
rights in, under and to the Transferred Contracts;

    


    f)           all
Regulatory Documentation and Regulatory Approvals;

    


    g)           the
Manufacturing Instructions; and

    


    h)           solely
to the extent related to an Assumed Liability, (i) all claims (including
claims for infringement or misappropriation of Intellectual Property Assets or
rights related thereto included in the Acquired Assets); and (ii) all
causes of action of Seller against any other Person, whether or not such claims
and causes of action have been asserted, and all rights of indemnity, warranty
rights, rights of contribution, rights to refunds, rights of reimbursement and
other rights of recovery of Seller (regardless of whether such rights are
currently exercisable) directly arising out of, relating to or resulting from
the Acquired Assets, the Assumed Liabilities or the Business;
and


    
      
         


      

      
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    i)           all
other assets and properties directly arising out of, relating to or resulting
from the Business, of every nature whatsoever, tangible and intangible, and
wherever located, such as any business records; customer lists; customer records
and histories; customer invoices; lists of suppliers and vendors and all records
relating thereto; list of sales agents; price lists; engineering drawings;
clinical trial data and records; records with respect to production,
engineering, and product development costs; advertising matter; catalogues;
photographs; instruction manuals; sales literature and materials; purchasing
materials; media materials; manufacturing and quality control records and
procedures; research and development files; design history files; data and
laboratory books and media materials and plates; and copies of all files
relating to the Seller Intellectual Property Assets, including all applications,
registrations, assignments, correspondence to and from the United States Patent
and Trademark Office and any other foreign patent and trademark offices,
dockets, workbooks, legal opinions, prior art searches, notes, memoranda and
other related information.

    


    2.2         Excluded
Assets.  Notwithstanding anything to the contrary in this
Agreement, Seller shall not sell, transfer or assign, and Buyer shall not
purchase or otherwise acquire, any right, title or interest of Seller in any of
the following assets (collectively, the “Excluded
Assets”):

    


    a)           rights
of Seller arising under this Agreement or the Other Agreements or from the
consummation of the transactions contemplated hereby or thereby;

    


    b)           all
accounts receivable and notes receivable and intercompany receivable balances
that exist as of the Closing Date, including any value added Taxes or similar
Taxes levied on such accounts receivable, any unpaid interest accrued on any
such accounts receivable and any security or collateral related thereto, and any
payments received with respect thereto before or after the Closing
Date;

    


    c)           all
Cash and bank or other deposit accounts of Seller;

    


    d)           the
capital stock of Seller or any of its Affiliates;

    


    e)           all
books (including corporate minute books), documents, records (including stock
records), files and Tax Returns of Seller and Seller’s Affiliates as may exist
on the Closing Date (other than such books, records or files that are covered in
Section 2.1
above), which include, without limitation, those which: (i) were prepared in
connection with or relating to the transactions contemplated by this Agreement,
including bids received from other Persons and analyses relating to the Acquired
Assets, the Assumed Liabilities or the Products; or (ii) are maintained by
Seller, its Affiliates and/or their representatives, agents or licensees in
connection with their respective tax, legal, regulatory or reporting
requirements;

    


    f)           all
Contracts of Seller or its Affiliates other than the Transferred
Contracts;

    


    g)           real
property, buildings, structures and improvements thereon, whether owned or
leased by Seller or Seller’s Affiliates, and all fixtures and fittings attached
thereto, but not including any of the Tangible Assets or Transferred
Contracts;

    


    h)           any
and all claims of Seller for prepaid Taxes or refunds of Taxes or rights to use
tax attributes, all arising from or relating to any period (or a portion of any
period) ending on or before the Closing;

    


    i)           insurance
policies and claims and refunds thereunder;

    


    j)           all
employee benefit plans and arrangements and the assets related
thereto;


    
      
         


      

      
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    k)           all
claims and causes of action, whether or not asserted, to the extent not
exclusively or primarily related to an Assumed Liability or Acquired Asset;
and

    


    l)           the
excluded assets set forth on Schedule
2.2.

    


    In
addition, Seller may retain copies of any Transferred Contracts, documents or
records which: (x) relate to properties or activities of Seller, and (y) which
are required to be retained pursuant to any legal requirement or are subject to
the attorney-client privilege, for financial reporting purposes, for tax
purposes, legal defense or prosecution purposes or otherwise; provided, however, that Seller
shall comply with the provisions of Section 7.2 with
respect to any such Contracts, documents or records.

    


    2.3         Assumed
Liabilities.  On the Closing Date, Buyer shall assume only the
Liabilities of Seller specifically identified below in this Section 2.3 (the
“Assumed
Liabilities”), unless otherwise specifically excluded under Section 2.4:

    


    a)           the
Liabilities and obligations of Seller under the Transferred Contracts as and to
the extent transferred to Buyer under Section 2.1(e),
but only to the extent either: (i) such obligations (A) are to be performed
after the Closing; (B) do not arise from or relate to any breach or default
by Seller or any of its Affiliates of any provision of any of the Transferred
Contracts or any event, circumstance or condition occurring or existing on or
prior to the Closing that, with notice or lapse of time, would constitute or
result in a breach or default thereof; and (C) do not arise from actions taken
(or omitted from being taken) by Seller or any of its Affiliates on or prior to
the Closing (or except to the extent that Buyer expressly agrees to assume from
or reimburse Seller for such Liabilities prior to the Closing Date); or (ii)
Buyer expressly agrees in writing to reimburse Seller for such
Liabilities.

    


    2.4         Excluded
Liabilities.  Buyer shall not assume, nor shall Buyer become
responsible for, any Liabilities of Seller or Seller’s Affiliates other than the
Assumed Liabilities (collectively, the “Excluded
Liabilities”), which Excluded Liabilities shall include, without
limitation, the following Liabilities, all of which shall remain the Liabilities
of Seller or Seller’s Affiliates:

    


    a)           all
Liabilities of Seller and Seller’s Affiliates arising under this Agreement, the
Other Agreements or from the consummation of the transactions contemplated
hereby or thereby;

    


    b)           all
Liabilities of Seller and Seller’s Affiliates arising under or related to the
Transaction Written Consent or the Information Statement other than Liabilities
related to information provided by Buyer about itself or its
Affiliates;

    


    c)           all
accounts payable, including all intercompany payable balances, or any trade
payables owing by Seller or Seller’s Affiliates;

    


    d)           any
Liabilities under Contracts of Seller or its Affiliates other than the
Liabilities relating to Transferred Contracts that are assumed under Section 2.3(a);

    


    e)           any
Liability to any current or former employee or independent contractor (to the
extent not a party to a Transferred Contract) of Seller or any of its Affiliates
arising at any time, including without limitation for the payment of any and all
wages or accrued and unused vacation time or for the reimbursement of any
expenses incurred by such employees or contractors in connection with services
provided to the Seller, and any Liabilities in connection with or arising from
any termination by Seller of the employment of any employee or
contractor;


    
      
         


      

      
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    f)           any
Liability arising from or relating to any injury or damage to person or property
allegedly caused or resulting from use of any Product prior to the Closing
Date;

    


    g)           any
Liabilities of Seller arising from any breach or default by Seller of any
contract, agreement or commitment of Seller;

    


    h)           any
Liability with respect to Taxes of Seller for any period;

    


    i)           any
Taxes attributable to the Acquired Assets and the Business arising from or
relating to any period (or portion of any period) ending on or before the
Closing;

    


    j)           any
Liabilities under or in connection with any Excluded Assets;

    


    k)           any
Liabilities arising out of or directly relating to ownership or operation of the
Acquired Assets prior to the Closing; and

    


    l)           all
Liabilities of Seller or its Affiliates other than the Assumed
Liabilities.

    


    ARTICLE
III

    Purchase
Price

    


    3.1         Purchase
Price.  In consideration of the sale by Seller to Buyer of the
Acquired Assets, and in addition to the assumption of the Assumed Liabilities by
Buyer, Buyer shall pay to Seller an amount equal to Fifteen Million (15,000,000)
shares (the “Purchase
Price” or the “Closing Shares”) of
common stock of the Buyer (“Common
Stock”).  At the Closing, Buyer shall deliver the Closing
Shares to Seller.

    


    3.2         Purchase Price
Allocation.  Buyer and Seller shall mutually agree on an
allocation schedule that allocates the Purchase Price among the Acquired Assets
(the “Allocation
Schedule”).  The Parties shall treat the transactions
contemplated by this Agreement in all filings with Governmental Authorities for
all Tax purposes (including consumption Taxes) consistently with the mutually
agreed upon Allocation Schedule.

    


    ARTICLE
IV

    Closing

    


    4.1         Closing
Date.  On the terms and subject to the conditions of this
Agreement, the Closing shall take place at the offices of Buyer, which Closing
shall be deemed to occur and have an effective date of November 15, 2009 (the
“Closing
Date”).

    


    4.2         Further
Assurances.

    


    a)           To
the extent that the consent or approval of any third party is required to
transfer or assign any Acquired Asset, including any Transferred Contract, to
Buyer as contemplated hereunder and, despite the commercially reasonable efforts
of Seller, such consent or approval is not obtained prior to the Closing, Seller
and Buyer shall mutually agree on a satisfactory arrangement to provide Buyer
following the Closing the benefits of and under each such Acquired Asset,
including any Transferred Contract.  Nothing herein shall be construed
as an attempt to transfer any Acquired Asset for which the consent or approval
of a third party is required unless and until such consent or approval shall be
obtained.


    
      
         


      

      
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    b)           Seller,
from time to time after the Closing, at the request of Buyer and without further
consideration, shall execute and deliver further instruments of transfer and
assignment and take such other action as a party may reasonably require, and
cause its Affiliates to do the same, to transfer more effectively and assign to,
and vest in, Buyer, the Acquired Assets and all rights thereto, and to implement
fully the provisions of this Agreement, the Other Agreements and the
transactions contemplated hereby and thereby.

    


    Promptly
after the Closing, Seller shall take all requisite steps to put Buyer in actual
possession and operating control of the Acquired Assets.

    


    4.3         Seller Shareholders;
Transfer of Closing Shares.  Buyer and Seller acknowledge that
after the Closing, Seller may transfer the Closing Shares to the persons and
entities who are shareholders of Seller as listed on Schedule 4.3 and in
proportion to the ownership interest stated therein (“Shareholders”) as a
dividend, distribution or otherwise.  Buyer consents to such a
transfer of Closing Shares and will cooperate to effect the transfer and issue
certificates in the names of the Shareholders, provided that the Shareholders
execute an investment representation letter in form attached hereto as Exhibit E and agree
in such letter that the shares they may acquire will be subject to the
provisions of this Agreement relating to the Closing Shares (the “Shareholder Representation
Letter”).

    


    ARTICLE
V

    Representations and
Warranties of Seller

    


    As a
material inducement to Buyer to enter into this Agreement, subject to the
exceptions and limitations set forth in this Article V and
the matters set forth on a disclosure schedule delivered by Seller to Buyer
dated as of the Execution Date (the “Disclosure
Schedule”), Seller hereby represents and warrants to Buyer as
follows:

    


    5.1         Organization.  Seller
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and is duly qualified to transact
business as a corporation in such jurisdictions where the nature of the Business
makes such qualification necessary, except as to jurisdictions where the failure
to qualify would not reasonably be expected to have a Material Adverse
Effect.  Seller has all requisite corporate power and authority to
carry on its business (including the Business) as now being
conducted.

    


    5.2         Authority; Binding
Agreements.

    


    a)           The
Board of Directors of Seller, at a meeting thereof duly called and held, has
duly adopted resolutions by the requisite majority vote approving this
Agreement, the Other Agreements and the transactions contemplated hereby and
thereby determining that the terms and conditions of this Agreement, the Other
Agreements and the transactions contemplated hereby and thereby are in the best
interests of Seller and its stockholders, and recommending that Seller’s
stockholders authorize the transactions contemplated by this Agreement and the
Other Agreements.  The foregoing resolutions of the Board of Directors
of Seller have not been modified, supplemented or rescinded and remain in full
force and effect as of the Execution Date.


    
      
         


      

      
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    b)           No
stockholder or other equityholder approval is required on behalf of Seller for
the execution, delivery or performance of this Agreement, the Other Agreements
or any of the transactions contemplated hereby or thereby, other than the
affirmative vote of the holders of a majority of the outstanding shares of
Seller’s common stock (the “Required Stockholder
Vote”).  Subject to obtaining the Required Stockholder Vote,
the execution and delivery by Seller of this Agreement and the Other Agreements
to which it is or will become a party and the consummation of the transactions
contemplated hereby and thereby have been duly and validly authorized by all
necessary action on the part of Seller.  Seller has all requisite
corporate power and authority to enter into this Agreement and the Other
Agreements to which it is or will become a party and, subject to obtaining the
Required Stockholder Vote, to consummate the transactions contemplated hereby
and thereby, and this Agreement and such Other Agreements have been, or upon
execution and delivery thereof will be, duly executed and delivered by
Seller.  This Agreement, the Other Agreements are, or upon execution
and delivery by Seller thereof will be, the valid and binding obligations of
Seller, enforceable against Seller in accordance with their respective terms,
except to the extent that enforceability is limited by bankruptcy, insolvency or
similar laws affecting creditors’ rights and remedies by equitable
principles.

    


    c)           No
Consent in respect of, or filing with, any Governmental Authority is required to
be obtained or made by or with respect to Seller in connection with the
execution, delivery and performance of this Agreement, the Other Agreements or
the consummation of the transactions contemplated hereby and
thereby.

    


    d)           Except
as otherwise set forth in the Disclosure Schedule, no Consent of any Person is
required for Seller or Seller’s Affiliates to consummate the transactions
contemplated by this Agreement or the Other Agreements.

    


    5.3         Conflicts.  The
execution, delivery and performance by Seller of this Agreement and the Other
Agreements to which it is or will become a party and the consummation of the
transactions contemplated hereby and thereby do not and will not:
(a) conflict with or result in a breach of the articles of incorporation,
bylaws or other organizational documents of Seller; (b) conflict with in
any material respect, or result in any material violation or breach of, or
constitute (with or without notice or lapse of time, or both) a material default
(or give rise to a right of termination, cancellation, modification or
acceleration of any material obligation or loss of any material benefit) under,
require a consent or waiver under or require the payment of a penalty under, any
material Contract or other instrument or obligation to which Seller is a party,
or by which Seller or any of the Acquired Assets may be bound or affected,
except as set forth in the Disclosure Schedule; (c) assuming the Required
Stockholder Vote is obtained, conflict with or violate in any material respect
any permit, concession, franchise, license or applicable Law with respect to
Seller, the Business or any of the Acquired Assets; or (d) result in the
creation or imposition of any Encumbrance upon any Acquired Asset.

    


    5.4         Financial
Statements.

    


    a)           Seller
has delivered to Buyer copies of its balance sheets as of October 31, 2009 (such
balance sheets referred to as the “Balance Sheets” or
“Seller Balance
Sheet” and October 31, 2009 referred to as the “Balance Sheet
Date”) and the
related unaudited combined statements of operations and cash flows for the
period October 31, 2009 (collectively, the “Financial
Statements”).

    


    b)           The
books, records and accounts of Seller that related to the Acquired Assets
(i) have been maintained in accordance with good business practices on a
basis consistent with prior years, (ii) are stated in reasonable detail and
accurately and fairly reflect the transactions and dispositions of the assets of
Seller and (iii) accurately and fairly reflect the basis for the Financial
Statements.  Seller has devised and maintains a system of internal
accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management’s general or
specific authorization, and (ii) transactions are recorded as necessary (A)
to permit preparation of financial statements in conformity with GAAP or any
other criteria applicable to such statements and (B) to maintain accountability
for assets.


    
      
         


      

      
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    c)           All
inventory of Seller included in the Acquired Assets and reflected in the Balance
Sheet as of the Balance Sheet Date or thereafter acquired by Seller consists of
items that are good and merchantable and of a quality and quantity presently
usable and salable in the ordinary course of business, except to the extent of
any allowance for obsolescence reflected in such Balance Sheet. All such
inventory is valued at the lower of cost or market, with cost being determined
by using the first-in, first-out method in accordance with generally accepted
accounting principles, and in any case represents and will represent not less
than the estimated net realizable value thereof.  Since the Balance
Sheet Date there has not been any revaluation by Seller of any of its assets,
including, without limitation, writing down the value of capitalized inventory
other than in the ordinary course of business.

    


    5.5         No Undisclosed
Liabilities.  Except (a) as disclosed or reserved against in
the Financial Statements, (b) for Liabilities incurred in the Ordinary Course
between the date of the Seller Balance Sheet and the Execution Date;
(c) Liabilities incurred in connection with this Agreement, the Other
Agreements or the transactions contemplated hereby and thereby;
(d) Liabilities that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and (e) Liabilities
disclosed in or arising directly and reasonably foreseeably out of matters set
forth in the Schedules or that are the subject of representations or warranties
herein, Seller and its Affiliates do not have any Liabilities relating to the
Acquired Assets.

    


    5.6         Absence of Certain
Changes.  Except as disclosed in the Disclosure Schedule,
between the date of the Seller Balance Sheet and the Execution Date, (a) Seller
and its Affiliates have conducted their respective businesses only in the
Ordinary Course; and (b) there has not been (i) a Material Adverse Effect or
(ii) any other action or event that would have required the consent of Buyer
under Section 7.5 of
this Agreement had such action or event occurred after the Execution
Date.

    


    5.7         Title.

    


    a)           Seller
owns all of the Acquired Assets, and Seller has and will convey to Buyer
hereunder, good, valid and marketable title (subject to the Permitted
Encumbrances) to all of its personal property, tangible and intangible, included
in the Acquired Assets to be transferred to Buyer at the
Closing.  Except as set forth in the Disclosure Schedule, no financing
statement or security agreement under the Uniform Commercial Code or any similar
Law with respect to the Acquired Assets (including with respect to the Seller
Intellectual Property Assets) to be transferred to Buyer at the Closing is
active in any jurisdiction, and Seller has not signed any such active financing
statement or any security agreement authorizing any secured party thereunder to
file any such financing statement or security agreement.

    


    b)           Upon
delivery of the Other Agreements, Buyer will receive good, valid and marketable
title to all of the Acquired Assets to be transferred to Buyer at the Closing,
free and clear of all Encumbrances other than the Permitted
Encumbrances.

    


    c)           The
Acquired Assets are in all material respects all of the assets used or held for
use in the Business as the same has been operated prior to the Execution Date
and except as set forth in the Disclosure Schedule, the Acquired Assets
constitute all of the assets necessary for Buyer to continue to operate the
Business.  Except as set forth in the Disclosure Schedule the Tangible Assets to
be transferred to Buyer at the Closing (i) are in good operating condition
and repair (reasonable wear and tear excepted); (ii) have been and shall
through such date be maintained in accordance with normal industry practice; and
(iii) conform in all material respects with all applicable
Laws.

    


    d)           The
Inventory consists of raw materials and supplies, manufactured and processed
parts, work in progress and finished goods, all of which is of a quality and
quantity saleable in the Ordinary Course, and none of which is obsolete or
unsalable, subject only to the reserve for inventory write-down set forth on the
financial statements presented in Subject Commission Filings, as adjusted for
operations and transactions through the Closing Date in accordance with the past
custom and practice of Seller.


    
      
         


      

      
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    5.8         Intellectual
Property.

    


    a)           The
Disclosure Schedule contains a complete and accurate list of all issued patents
and filed applications therefor within the definition of Patents that are owned,
purported to be owned or licensed by Seller and used in the Business (“Seller Patents”), all
registered marks or filed applications therefor and all material unregistered
marks within the definition of Marks that are owned, purported to be owned or
licensed by Seller and used in the Business (“Seller Marks”), and
all registered copyrights and filed applications therefor and within the
definition of Copyrights that are owned, purported to be owned or licensed by
Seller and used in the Business, identifying (i) the owner of such
Intellectual Property Assets and (ii) in the event that the owner is not
Seller, identifying the agreement under which Seller is granted rights to the
applicable Intellectual Property Asset.

    


    b)           Except
as set forth in the Disclosure Schedule

    


    i)           Seller
exclusively owns or has license rights to all Seller Intellectual Property
Assets and/or Intellectual Property Assets that are the subject of a written
license or other agreement under which Seller is granted rights by a third party
with respect to the Business (such licenses or other agreements, the “Inbound Licenses” and
such Intellectual Property Assets, the “Seller In-Licensed
Intellectual Property Assets”), and all Seller Intellectual Property
Assets and Seller In-Licensed Intellectual Property Assets are free and clear of
all Encumbrances.

    


    ii)          The
Seller Intellectual Property Assets owned or purported to be owned by Seller
have not been held by a court of competent jurisdiction to be invalid or
unenforceable.  All Patents, Marks, and Copyrights, in each case,
filed or registered (as applicable) or maintained by Seller and used in the
Business and which have been issued by, or are registered or the subject of an
application filed with, as applicable, the U.S. Patent and Trademark Office, the
U.S. Copyright Office or in any similar office or agency anywhere in the world
have been duly filed or registered (as applicable) and maintained, including
through the submission of all necessary filings and fees in accordance with the
legal and administrative requirements or the appropriate jurisdictions, and have
not lapsed, expired or been abandoned.

    


    iii)         All
Seller Patents owned or purported to be owned by Seller have been prosecuted in
good faith.  No Seller Patent is subject to any maintenance fees,
taxes or filing deadlines falling due within ninety (90) days after the
Closing Date.  In each case where a Seller Patent is held by Seller by
assignment, the assignment has been duly recorded with the U.S. Patent and
Trademark Office and all other jurisdictions of registration.  No
Seller Patent owned by or exclusively licensed to Seller has been or is now
involved in any interference, reissue, re-examination or opposition
proceeding.  To the Knowledge of Seller, there is no published patent
application of any third party that is the subject of an interference with any
Seller Patent.

    


    iv)         There
are no pending, or, to the Knowledge of Seller, threatened claims against Seller
or any of its employees alleging (A) that the operation of the Business
(including any activity by Seller in connection therewith) infringes on or
violates the rights of others in or to any Intellectual Property Assets (“Third Party Intellectual
Property Assets”) or constitutes a misappropriation of any Third Party
Intellectual Property Asset or (B) that any of the Seller Intellectual
Property Assets or Seller In-Licensed Intellectual Property Assets is invalid or
unenforceable.


    
      
         


      

      
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    v)         To
the Knowledge of Seller, neither the operation of the Business (including any
activity by Seller in connection therewith) nor the manufacture, use and/or sale
of any Product infringes on or violates any Third Party Intellectual Property
Asset, or constitutes a misappropriation of any Third Party Intellectual
Property Asset.

    


    vi)        All
former and current employees, consultants and contractors of Seller performing
technical, scientific and/or creative activities relating to the Business have
executed written instruments with Seller that assign to Seller all rights, title
and interest in and to any and all (A) inventions, improvements,
discoveries, writings or other works of authorship, and information relating to
the Business and (B) Intellectual Property Assets relating
thereto.

    


    vii)       To
the Knowledge of Seller, (A) there is no infringement or violation by any
person or entity of any of the Seller Intellectual Property Assets or those
Seller In-Licensed Intellectual Property Assets over which Seller has primary
enforcement rights and (B) there is no misappropriation by any person or
entity of any of the Seller Intellectual Property Assets or such Seller
In-Licensed Intellectual Property Assets.

    


    viii)      Seller
has taken reasonable and customary security measures to protect the secrecy,
confidentiality and value of all Trade Secrets owned, purported to be owned or
used by Seller in the Business (the “Seller Trade
Secrets”), including requiring each employee and consultant of Seller and
any other person with access to Seller Trade Secrets to execute a binding
confidentiality agreement, copies of which (or in substantially a form which)
have been made available to Buyer and, to the Knowledge of Seller, there has not
been any material breach by any party to any such confidentiality
agreement.

    


    All
Inbound Licenses are listed in the Disclosure Schedule, other than licenses and
agreements for commercial off-the-shelf computer software, and other standard
form non-exclusive licenses with respect to Intellectual Property Assets
available generally which licenses have a cost of less than $10,000 per
year.  Except as set forth in the Disclosure Schedule: (i) all Inbound
Licenses are in full force and effect; (ii) (A) neither Seller and, (B) to the
Knowledge of Seller, none of the other parties to such Inbound Licenses is in
material breach or default under any such Inbound License; and (iii) all
such Inbound Licenses are assignable without the consent of the applicable
licensor.  True and complete copies of all such Inbound Licenses, and
any amendments thereto, have been made available to Buyer.  To the
Knowledge of Seller, the licensors under each Inbound License have all requisite
power and authority to grant the rights purported to be conferred
thereby.

    


    All
licenses or other agreements under which Seller has granted rights to others in
Seller Intellectual Property Assets or Seller In-Licensed Intellectual Property
Assets (“Outbound
Licenses”) are listed in the Disclosure Schedule.  Except as
set forth thereon, (i) all Outbound Licenses are in full force and effect;
(ii) (A) neither Seller and, (B) to the Knowledge of Seller, none of the other
parties to such Outbound Licenses is in material breach or default under any
such Outbound License; and (iii) all such Outbound Licenses are assignable
without the consent of the applicable licensee.  True and complete
copies of all such Outbound Licenses, and any amendments thereto, have been made
available to Buyer.

    


    5.9         Litigation.  Except
as set forth in the Disclosure Schedule, there is no action, suit, proceeding,
claim, arbitration or investigation pending or, to the Knowledge of Seller,
threatened against Seller or any of its Affiliates (a) relating to the
Business or the Acquired Assets or affecting Seller’s or its Affiliates’ ability
to sell or transfer the Acquired Assets or (b) that, individually or in the
aggregate, is reasonably likely to have a Material Adverse
Effect.  There are no material judgments, orders or decrees
outstanding against Seller or any of its Affiliates.


    
      
         


      

      
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    5.10       Contracts.  All
Transferred Contracts are valid and are in full force and effect and constitute
legal, valid and binding obligations of Seller and, to the Knowledge of Seller,
the other parties thereto, and are enforceable against the other parties thereto
in accordance with their respective terms.  Neither Seller nor
Seller’s Affiliates, nor to the Knowledge of Seller, any other party to any
Transferred Contract, is in material breach or default in complying with any
provisions thereof, and no condition or event or facts exists which, with
notice, lapse of time or both would constitute a material breach or default
thereunder on the part of Seller, Seller’s Affiliates or, to the Knowledge of
Seller, on the part of any other party thereto.

    


    5.11       Employment
Matters.

    


    a)           No
representative of Seller has made any representation, promise or guarantee,
express or implied, to any of its employees regarding employment by
Buyer.

    


    b)           Buyer
shall not have any Liabilities, obligations or responsibilities for or with
respect to any employee benefit plans maintained or contributed by Seller, and
Seller shall be solely responsible for all such Liabilities, obligations or
responsibilities, including any related to any termination of any such
plans.

    


    c)           Seller
has paid or will pay in full all expense reimbursement claims of all Hired
Employees for periods prior to the Closing Date.

    


    5.12       Regulatory
Approvals.

    


    a)           Seller
is now and has heretofore been in compliance in all material respects with all
federal, state, local and foreign healthcare laws, rules, regulations and
orders, including:  (i) 42 U.S.C. § 1320a-7(b), commonly referred
to as the “Federal Anti-Kickback Statute;” (ii) 31 U.S.C. §§ 3729-33,
commonly referred to as the “False Claims Act” and (iii) all laws, rules
and regulations of the FDA.  All marketed products of Seller have to
the extent necessary been approved or cleared by the FDA or equivalent state or
foreign regulatory authorities and continue to materially comply with all laws,
rules, regulations and orders applicable to the Regulatory
Approvals.  Seller is now and has heretofore been in material
compliance with and each product in commercial distribution is designed,
manufactured, prepared, assembled, packaged, labeled, stored, serviced and
processed in material compliance with the applicable requirements of the Quality
System Regulation set forth in 21 CFR Part 820.  All required notices,
supplemental applications and annual or other reports, including adverse
experience reports, reports of removals and corrections and 510(k)s for device
modifications, required to be submitted by Seller or, to the Knowledge of
Seller, its agents, with respect to each product have been filed with the FDA or
equivalent state or foreign regulatory authorities, as
appropriate.  Seller is and has heretofore been in material compliance
with the written procedures, record-keeping and FDA reporting requirements for
Medical Device Reporting set forth in 21 CFR Part 803.


    
      
         


      

      
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    b)           Except
as set forth in the Disclosure Schedule, Seller has not received any regulatory
or warning letter, or any written, or to the Knowledge of Seller, any oral
safety alert, request for or communication regarding the mandatory or voluntary
recall of any products, or notice or other communication from the FDA or any
other domestic or foreign regulatory authority with jurisdiction over Seller and
its products, regarding (i) the commencement or threatened commencement of
any action, suit, proceeding, claim, arbitration or investigation to withdraw
any Regulatory Approvals; (ii) the commencement or threatened commencement
of any action, suit, proceeding, claim, arbitration or investigation to seize
any products or enjoin production of the products at any facility; or
(iii) any failure or alleged failure by Seller to materially comply with
any applicable healthcare law, rule, regulation or order.  Except as
set forth in the Disclosure Schedule, there are no written statements,
citations, correspondence or decisions by any Governmental Authority stating
that any Product is defective or unsafe or fails to meet any product warranty or
any standards promulgated by any Government Authority, or is misbranded or
adulterated or otherwise not in compliance with any applicable law, rule,
regulation or order.  Except as set forth in the Disclosure Schedule,
there is no (x) duty to recall any Product or duty to warn customers of a defect
in any Product; or (y) latent or overt design, manufacturing or other defect in
any Product.  There has not been any violation of law or regulation by
Seller in its product development efforts, product manufacturing and marketing
submissions or reports to any Regulatory Authority that could reasonably be
expected to require investigation, corrective action or enforcement
action.  Seller has not conducted and is not conducting a recall,
removal or correction of any of the Products.  To the Knowledge of
Seller, no facts exist that provide a reasonable basis for any new recall,
removal or correction of any Product.  Seller has never been and is
not now subject to FDA’s Applications Integrity Policy.

    


    c)           Seller
has not knowingly made any false statements on, or omissions from, any
applications, approvals, reports or other submissions to any applicable
Regulatory Authority, or in or from any other records and documentation prepared
or maintained to comply with the requirements of any Regulatory Authority
relating to Seller’s products.

    


    d)           Seller
has made available, and upon request will deliver, to Buyer a true and correct
copy of each of the following with respect to the last three (3) calendar
years and year-to-date 2009:  (i) a list of all products marketed
by Seller or any predecessor thereto, and the numbers of the 510(k)s, Pre-Market
Approval or other Regulatory Approval for each such product; (ii) all
justifications by Seller or any predecessor thereto for not filing a 510(k) for
a change or modification to a marketed device; (iii) all premarket
notification submissions (510k) and all substantially equivalent or not
substantially equivalent letters received by Seller or any predecessor thereto;
(iv) all correspondence, meeting notes or minutes, or related documents
concerning material communications between the FDA and Seller or any predecessor
thereto as they relate to 510(k) submissions, including requests for additional
information and responses thereto, and compliance matters; (v) all
management review reports of Seller; (vi) all documents in response to
actual or proposed FDA regulatory action(s), including all documents showing
corrective actions undertaken by Seller or any predecessor thereto in response
to FDA regulatory action(s); (vii) all FDA reports of inspection
(Establishment Inspection Reports and Form FDA 483s) and FDA inspection reports
of Seller evaluating compliance with Good Manufacturing Practices (“GMP”) or analogous
procedures from other Regulatory Authorities, including foreign regulatory
authorities; (viii)  all written reports of GMP audits of Seller or any
predecessor thereto and their suppliers in Seller’s possession or control;
(ix) all information and documents pertaining to the Products required
under FDA’s regulations pertaining to complaints, medical device reports, and
removals and corrections, including complaint files, corrective and preventive
actions, adverse event files, all Medical Device Reports filed by Seller or any
predecessor thereto, and correction and removal records and reports;
(x) for the Products, design history files, including design and
development planning, design input and output, design review, design
verification and validation, including software validation and risk analysis
where appropriate, design transfer and design changes; and (xi) all
documents and communications in Seller’s possession (including written
correspondence, telephone notes, memoranda, meeting notes, or minutes reflecting
oral communications, between Seller or any predecessor thereto and the FDA or
any other Regulatory Authority), that pertain to any recall of any of the
Products, including health hazard evaluations, recall strategies, public
warnings, customer communications, effectiveness checks, status reports and
termination letters. Seller has made available, and prior to the Closing Date
will deliver, to Buyer a true and correct copy of all product labeling and
advertising currently in use, including that posted on Seller’s website and in
Seller’s user’s manuals.


    
      
         


      

      
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    5.13       Compliance With
Laws.  Seller and each of its Affiliates is in compliance with
all applicable Laws with respect to the conduct of its business as it relates to
the Business and the Acquired Assets as currently conducted, and the ownership
or operation of the Acquired Assets.

    


    5.14       Warranty Matters.
Except as disclosed in the Disclosure Schedule, there are no existing or, to the
Knowledge of Seller, threatened product liability, warranty, failure to
adequately warn or any other similar claims against Seller primarily relating to
the Products that are inconsistent with the amounts generally shown for warranty
liability reserve in the Financial Statements.

    


    5.15       Customers, Distributors and
Suppliers.  The Disclosure Schedule sets forth a true and
complete list of all customers or distributors of Seller who accounted for Fifty
Thousand Dollars ($50,000) or more of the sales of the
Products in any one of the last three (3) years (collectively, the “Customers and
Distributors”).  The Disclosure Schedule also sets forth a true
and complete list of all third-party suppliers to Seller primarily with respect
to the Products to whom in any one of the last three (3) years Seller made
payments aggregating Fifty Thousand Dollars ($50,000) or more (the “Suppliers”).  To
the Knowledge of Seller, except as set forth in the Disclosure Schedule, no
Customer and Distributor or Supplier has canceled or otherwise terminated, or
stated to Seller its intention to cancel or terminate, its relationship with
Seller.

    


    5.16       Taxes.

    


    a)           Seller
has timely filed all Tax Returns required to be filed by it with any
Governmental Authority.

    


    b)           Seller
has timely paid all Taxes (including all sales and use taxes) that are required
to be paid by it, including any Taxes the non-payment of which would result in
an Encumbrance on any Acquired Asset, would otherwise adversely affect the
Acquired Assets or would result in Buyer becoming liable or responsible
therefor.

    


    5.17       Environmental
Liabilities.  To Buyer’s Knowledge, Buyer has complied in all
respects with all environmental, hazardous waste, and health and safety laws
relating to the Acquired Assets and the Business.  No action or
proceeding or nay kind if pending or, to Seller’s Knowledge, threatened by any
Governmental Authority of third party arising out of relating to any
environmental, hazardous waste, or health and safety Law or matter.

    


    5.18       Brokers,
Etc.  No broker, investment banker, agent, finder or other
intermediary acting on behalf of Seller or under the authority of Seller is or
shall be entitled to any broker’s or finder’s fee or any other commission or
similar fee directly or indirectly in connection with any of the transactions
contemplated hereby.

    


    5.19       Required Consents for
Transferred Contracts.  The Disclosure Schedule sets forth each
Transferred Contract that requires a consent or other action by any Person as a
result of the execution, delivery and performance of this Agreement or the Other
Agreements or consummation of the transactions contemplated hereby or
thereby.  

    


    5.20       Investment
Representations.  Seller hereby represents and warrants to
Buyer that:

    


    a)           The
Closing Shares will be acquired by the Seller for investment and not with a view
to the sale or other distribution thereof within the meaning of the Securities
Act, and the Seller has no present intention of selling or otherwise disposing
of all or any portion of the Closing Shares.


    
      
         


      

      
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    b)           The
Seller is an “accredited investor” as defined under the Securities
Act.

    


    c)           The
Seller has acquired the Closing Shares for the Seller’s own account and no one
else has any beneficial ownership in the Closing Shares.

    


    d)           The
Seller has had access to all information regarding the Buyer, its present and
prospective business, assets, liabilities and financial condition that the
Seller considers important to making the decision to invest in the Closing
Shares, and (iii) has had ample opportunity to ask questions of and receive
answers from the Buyer’s representatives concerning this investment and to
obtain any and all documents requested in order to supplement or verify any of
the information supplied.

    


    e)           The
Seller is capable of evaluating the merits and risks of an investment in the
Closing Shares and is financially capable of bearing a total loss of this
investment.

    


    f)           The
Seller hereby acknowledges to the Buyer that:

    


    i)           The
Buyer cannot assure the Seller that any exemption from the registration
requirement will be available should the Seller desire to transfer the Closing
Shares, and, therefore, the Seller may not be able to dispose of or otherwise
transfer the Closing Shares, under the circumstances or at the time proposed by
the Seller.

     

    ii)         Rule
144 promulgated under the Securities Act, which provides for certain limited,
routine sales of unregistered securities, is not presently available with
respect to the Closing Shares, and the Company is under no obligation to furnish
the information that might be necessary to enable the Seller to sell any portion
of the Closing Shares under Rule 144.

     

    iii)        Only
the Buyer may file a registration statement with the SEC, and the Buyer (A) is
under no obligation to do so with respect to the Closing Shares and (B) does not
have any obligation to file any other disclosure statement with the SEC with
respect thereto.

     

    iv)        To
the Seller’s Knowledge, the Buyer did not accomplish the offer and sale of the
Closing Shares by the publication of any advertisement.

     

    v)         The
Seller recognizes that the investment in the Closing Shares involves special and
substantial risks.  The Seller recognizes (A) the highly speculative
nature of the investment, (B) the financial hazards involved, (C) the lack of
liquidity of the Closing Shares and the restrictions upon transferability
thereof, (D) the qualifications and backgrounds of the principals of the Buyer,
and (E) the tax consequences of investment in the Closing Shares, among other
matters.

    


    ARTICLE
VI

    Representations and
Warranties of Buyer

    


    As a
material inducement to Seller to enter into this Agreement, subject to the
exceptions and limitations set forth in this Article VI and
the matters set forth on the disclosure schedule delivered by Buyer to Seller
(the “Buyer
Schedules”), Buyer hereby represents and warrants to Seller as
follows:

    


    6.1         Organization.  Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and is duly qualified to transact
business as a corporation in such jurisdictions where the nature of its business
makes such qualification necessary, except as to jurisdictions where the failure
to qualify would not reasonably be expected to have a material adverse effect on
its business, assets, financial condition, results of operations or prospects of
its business.  Buyer has all requisite corporate power and authority
to carry on its business as now being conducted.


    
      
         


      

      
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    6.2         Due
Authorization.

    


    a)           The
Board of Directors of Buyer duly adopted resolutions by the requisite vote
approving this Agreement, the Other Agreements and the transactions contemplated
hereby and thereby.  Buyer has all requisite corporate power and
authority to enter into this Agreement and the Other Agreements to which it is
or will become a party and to consummate the transactions contemplated hereby
and thereby, and this Agreement and such Other Agreements have been, or upon
execution and delivery thereof will be, duly executed and delivered by
Buyer.  This Agreement or the Other Agreements to which Buyer is or
will become a party are, or upon execution and delivery by Buyer thereof will
be, the valid and binding obligations of Buyer, enforceable against Buyer in
accordance with their respective terms, except to the extent that enforceability
is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights
and remedies by equitable principles.

    


    b)           No
Consent in respect of, or filing with, any Governmental Authority is required to
be obtained or made by or with respect to Buyer in connection with the
execution, delivery and performance of this Agreement, the Other Agreements or
the consummation of the transactions contemplated hereby or thereby, other than
(i) those that may be required solely by reason of Buyer’s (as opposed to
any other third party’s) participation in the transactions contemplated by this
Agreement and the Other Agreements or (ii) pursuant to applicable
securities Laws.

    


    c)           Except
as otherwise set forth in this Section 6.2, no
Consent of any Person is required for Buyer or, if applicable, its Affiliates to
consummate the transactions contemplated hereby.

    


    6.3         Conflicts.  The
execution, delivery and performance by Buyer of this Agreement and the Other
Agreements to which it is or will become a party and the consummation of the
transactions contemplated hereby and thereby do not and will not:
(a) conflict with or result in a breach of the articles of incorporation,
bylaws or other constitutive or organizational documents of Buyer; or
(b) conflict with or violate in any material respect any permit,
concession, franchise, license or applicable Law with respect to Buyer or
Buyer’s properties or assets; which, in the case of (a) or (b) above,
would reasonably be expected to materially delay or prevent the consummation of
the transactions contemplated herein or in the Other Agreements.

    


    6.4         Litigation.  There
is no action, suit, proceeding, claim, arbitration or investigation pending or,
to Buyer’s knowledge, threatened against Buyer or any of its Affiliates
(a) relating to or affecting Buyer’s or, if applicable, Buyer’s Affiliates’
ability to purchase the Acquired Assets or assume the Assumed Liabilities or
(b) that, individually or in the aggregate, is reasonably likely to have a
material adverse effect on Buyer and its Affiliates.

    


    6.5         Brokers, Etc. No
broker, investment banker, agent, finder or other intermediary acting on behalf
of Buyer or Buyer’s Affiliates is or shall be entitled to any broker’s or
finder’s fee or any other commission or similar fee directly or indirectly in
connection with any of the transactions contemplated hereby.

    


    6.6         Commission
Filings.  To the Knowledge of Buyer, the filings made by Buyer
with the Securities and Exchange Commission since January 1, 2009, complied as
to form in all material respects with the requirements of the Exchange Act and
did not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not
misleading.


    
      
         


      

      
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    6.7         Compliance with
Laws.  To the Knowledge of Buyer, Buyer and each of its
Affiliates is in compliance with all applicable Laws with respect to the conduct
of its business as currently conducted, and the ownership or operation of its
properties or assets, except where the failures to comply or violations,
individually or in the aggregate, would not reasonably be expected to have a
material adverse effect on Buyer and its Affiliates.

    


    ARTICLE
VII

    Additional
Agreements

    


    7.1         Obligation to Consummate
Transaction.  Each of the Parties hereto agrees to use all
commercially reasonable efforts to take, or cause to be taken, all action, and
to do, or cause to be done, all things necessary, proper or advisable to the
extent permissible under applicable Law, to consummate and make effective the
transactions contemplated by this Agreement and the Other Agreements as
expeditiously as practicable, to ensure that the conditions set forth in Article VIII are
satisfied and to hold the Closing on or before November 15, 2009, insofar as
such matters are within the control of such Party.

    


    7.2         Confidentiality.  The
Parties hereby agree that any information exchanged between the Parties hereto
pursuant to or in connection with this Agreement, the Other Agreements or the
transactions contemplated hereby or thereby shall be held subject to and in
accordance with the confidentiality, non-disclosure and non-use obligations set
forth in this Agreement.

    


    a)           Confidential
Information.  For purposes of this Agreement, "Confidential
Information" will mean any information or material which is proprietary to the
Parties or designated as Confidential Information by the Parties and not
generally known other than by the Parties.  Confidential Information
also includes any information which the Parties obtain from any third party
which the Parties treat as proprietary or designate as Confidential Information,
whether or not owned by the Parties.  "Confidential Information" does
not include the following: (i) information which is known by the Parties which
is not subject to any other non-disclosure agreement between the
Parties;  (ii) information which is now, or which hereafter becomes,
generally known to the industry through no fault of either Party, or which is
later published or generally disclosed to the public by a Party; or (iii)
information which is otherwise lawfully and independently developed by a Party,
or lawfully acquired from a third party without any obligation of
confidentiality.

     

    b)           No Disclosure; No
Use.  The Parties agree to hold in confidence and not to
disclose or reveal to any person or entity any Confidential Information
disclosed hereunder without the clear and express prior written consent of a
duly authorized representative of the other Party.  The Parties
further agree not to use or disclose any of the Confidential Information for any
purpose at any time, other than for the limited purpose(s) of this
confidence.  In the event that one of the Parties is directed to
disclose any portion of any Confidential Information or any other materials
proprietary to the other Party in conjunction with a judicial proceeding or
arbitration, the disclosing Party will immediately notify the non-disclosing
Party both orally and in writing. The Parties represent and warrant that they
will not use in the course of its performance hereunder, and will not disclose
to each other, any confidential information of any third party (including
competitors) unless they are expressly authorized in writing by such third party
to do so.

    


    7.3         Access to
Information.

    


    a)           From
the Execution Date to the Closing Date, Seller shall afford to Buyer and its
accountants, counsel and other authorized representatives reasonable access, at
Buyer’s sole expense, upon reasonable prior notice during normal business hours,
to the properties, books and records related to the Acquired Assets; provided, however, that such
access does not unreasonably disrupt the normal operations of
Seller.  


    
      
         


      

      
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    b)           After
the Closing Date, each Party shall grant to the other Party such access to
financial records and other information in its possession related to the
Acquired Assets with respect to the period before the Closing Date and shall
provide such cooperation and assistance as shall be reasonably required to
enable such Party to complete its legal, regulatory, stock exchange and
financial reporting requirements and for any other reasonable business purpose,
including in respect of litigation and insurance matters; provided, however, that such
access does not unreasonably disrupt the normal operations of the applicable
Party.

    


    7.4         Transaction Written Consent;
Preparation of Information Statement. As soon as practicable following
the Execution Date, Seller shall obtain any Required Stockholder Vote by means
of legally effective action by written consent of shareholders or a special
meeting of shareholders of Sellers, approving this Agreement and the execution,
delivery and consummation of the transactions contemplated under this Agreement
and the Other Agreements (the “Transaction Written
Consent”).

    


    7.5         Interim
Operations.  Seller agrees that after the Execution Date and
prior to the Closing Date (unless Buyer shall otherwise approve in writing) and
except as required by applicable Law, Seller shall use its commercially
reasonable efforts to (i) maintain in effect all foreign, federal, state
and local licenses, permits, consents, franchises, approvals and authorizations;
and (ii) continue to provide customer support and service to its customers
in the Ordinary Course.  Without limiting the generality of the
foregoing and in furtherance thereof, from the Execution Date until the Closing,
except (A) as otherwise expressly contemplated by this Agreement;
(B) as Buyer may consent in writing (which consent shall not be
unreasonably withheld or delayed; provided that Buyer
shall be required to respond to Seller within two (2) Business Days after
receipt of written notice requesting approval from Seller with respect to any
such action, and if Buyer does not respond within such time period, such lack of
response shall be deemed to constitute written approval of Buyer with respect to
any such action); (C) as is required by applicable Law or Governmental
Authorities; or (D) as set forth in Schedule 7.5,
Seller will not:

    


    a)           adopt
or propose any amendment or change in its certificate of incorporation or bylaws
or other applicable governing instruments;

    


    b)           merge
or consolidate with any other Person, or restructure, reorganize or completely
or partially liquidate;

    


    c)           sell,
lease or otherwise transfer, or create or incur any Encumbrance other than a
Permitted Encumbrance on, any Acquired Assets;

    


    d)           modify
in any respect any of the Transferred Contracts or waive any failure to comply
with any provision thereunder by any of the other parties thereto;

    


    e)           enter
into any agreement or arrangement that is material to the Acquired Assets, or
that materially increases Seller’s actual or contingent liabilities and
obligations beyond cash available to satisfy them;

    


    f)           fail
to maintain the Tangible Assets in the Ordinary Course;

    


    g)           take
(or omit to take) any action that adversely affects, or could reasonably be
expected to adversely affect, any rights of Seller to the Seller Intellectual
Property Assets, or abandon or permit to lapse any rights of Seller to the
Seller Intellectual Property Assets;


    
      
         


      

      
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    h)          settle,
or offer or propose to settle (i) any litigation, investigation,
arbitration, proceeding or other claim involving or against Seller or
(ii) any litigation, arbitration, proceeding or dispute that relates to the
transactions contemplated hereby or by the Other Agreements, in either case with
any result which adversely affects the Business or Acquired Assets;

    


    i)           sell
or offer to sell any Products on terms that are not consistent with Seller’s
Ordinary Course or at any price that is less than such Product’s list price,
subject to discounts consistent with the Ordinary Course;

    


    j)           take
any action that would make any representation or warranty of Seller hereunder,
or omit to take any action necessary to prevent any representation or warranty
of Seller hereunder from being, inaccurate in any respect at, or as of any time
before, the Closing Date; or

    


    k)           agree
or commit to do any of the foregoing.

    


    7.6         No
Solicitation.

    


    a)           Other
than as may be expressly permitted herein, Seller will not, and will not permit
any of its subsidiaries or any of the directors, officers, employees, advisors,
representatives or agents of Seller or any of its subsidiaries (collectively,
the “Representatives”) to,
directly or indirectly, (i) discuss, negotiate, undertake, authorize,
recommend, propose or enter into, either as the proposed surviving, merged,
acquiring or acquired corporation, any transaction involving a merger,
consolidation, business combination, purchase or disposition of any amount of
the assets of Seller or any of its subsidiaries or any capital stock of Seller
or any of its subsidiaries other than the transactions contemplated by this
Agreement (an “Acquisition
Transaction”), (ii) facilitate, encourage, solicit or initiate
discussions, negotiations or submissions of proposals or offers in respect of an
Acquisition Transaction, (iii) furnish or cause to be furnished, to any
person or entity, any information concerning the business, operations,
properties or assets of Seller or its subsidiaries in connection with an
Acquisition Transaction or (iv) otherwise cooperate in any way with, or
assist or participate in, facilitate or encourage, any effort or attempt by any
other person or entity to do or seek any of the foregoing.

    


    b)           Following
the Execution Date, Seller shall, and shall cause its subsidiaries’ and their
Representatives to, immediately cease and cause to be terminated any existing
discussions or negotiations with any persons or entities (other than Buyer)
conducted heretofore with respect to any of the foregoing.  Seller
agrees not to (and to cause its Subsidiaries not to) release any third party
from the confidentiality provisions of any agreement to which Seller or any of
its subsidiaries is a party.

    


    7.7         Certain Tax
Matters.

    


    a)           Seller
shall be responsible for, and shall defend, indemnify and hold Buyer harmless
against and in respect of, any and all transfer, sales, use and similar Taxes,
levies, charges and fees incurred, or that may be payable, in connection with
the sale, transfer and delivery of the Acquired Assets contemplated by this
Agreement (collectively, “Transfer
Taxes”).  Notwithstanding the foregoing, each Party shall be
responsible for its own income, capital gain or other similar Taxes due in
connection with the transactions contemplated by this
Agreement.  Seller is and shall remain solely responsible for all Tax
matters arising from or relating to the Acquired Assets or the Business on or
before the Closing Date.  Seller shall indemnify and hold harmless
Buyer from any liability for, or arising out of or based upon, or relating to
any Tax matter arising from the Acquired Assets or the Business on or before the
Closing Date.


    
      
         


      

      
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    b)           Buyer
and Seller shall cooperate to avoid any Transfer Taxes that might be imposed to
the extent permitted by applicable Law (such as, for example and not by way of
limitation, Buyer providing Seller with a copy of Buyer’s resale certificate, or
such other instruments as will relieve Buyer or Seller from liability for any
Transfer Tax).

    


    c)           Seller
and Buyer shall provide each other with such assistance as may reasonably be
requested by either Party in connection with the preparation of any Tax Return,
application for exemption or refund, audit or other examination by any
Governmental Authority or action, suit, proceeding, claim, arbitration or
investigation relating to Liability for Taxes in connection with the Acquired
Assets.

    


    7.8         Public
Announcements.  Promptly following the execution of this
Agreement, Buyer and Seller may issue a press release in a form reasonably
agreed to by the other with respect to the transactions contemplated
hereby.  Subject to the foregoing and except for any filings required
to be made with the Commission, none of the Parties shall issue or permit any of
their respective Affiliates to issue any press release or other public
announcement with respect to this Agreement or the transactions contemplated
hereby without the prior consent of the other Parties, such consent not to be
unreasonably withheld, delayed or conditioned, except as may be required by
applicable Laws (in which case the Party required to make the release or
statement shall allow the other Parties reasonable time to comment on such
release or statement in advance of such issuance to the extent permitted by
applicable Laws).

    


    7.9         Use of Intellectual
Property.

    


    a)           Promptly
after the Closing Date, Seller shall (a) cease using the Seller Marks, and (b)
remove the Seller Marks from all assets of the Seller (including all Excluded
Assets).  

    


    b)           From
and after the Closing Date, none of Seller or any of its Affiliates shall use
any of the Seller Intellectual Property Assets.

    


    7.10       Bulk
Sales.  The Parties hereby waive compliance with any Uniform
Commercial Code bulk sales or comparable statutory provisions of each applicable
jurisdiction.  Seller shall discharge and satisfy all Liabilities owed
to its trade creditors after the Closing.

    


    ARTICLE
VIII

    Conditions to
Closing

    


    8.1         Conditions to Obligations of
Buyer and Seller.  The obligations of Buyer and Seller to
complete the transactions contemplated by this Agreement are subject to the
satisfaction at or prior to the Closing of the following
conditions:

    


    a)           The
Required Stockholder Vote shall have been obtained;

    


    b)           No
applicable Law or order shall have been enacted, entered, promulgated or
enforced by any Governmental Authority that prohibits the consummation of all or
any part of the transactions contemplated by this Agreement or the Other
Agreements, and no action, suit, proceeding, claim, arbitration or investigation
shall be pending or threatened by any Governmental Authority or other Person
seeking any such order or decree or seeking to recover any damages or obtain
other relief as a result of the consummation of such transactions;

    


    c)           All
required notifications and filings with any Governmental Authority shall have
been made and any waiting periods shall have expired or been waived or
terminated; and


    
      
         


      

      
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    8.2         Conditions to Obligations of
Buyer.  The obligation of Buyer to complete the transactions
contemplated by this Agreement is subject to the satisfaction or waiver by Buyer
at or prior to the Closing of the following additional conditions:

    


    a)           The
representations and warranties of Seller contained herein (disregarding any
materiality or Material Adverse Effect qualifications or dollar amount
thresholds contained therein) shall be true and correct in all respects as of
the Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall be true and correct on and as of such earlier date), and
except, individually or in the aggregate, as any breach of any representation or
warranty has not had and would not reasonably be expected to have a Material
Adverse Effect.

    


    b)           Seller
shall have performed and complied in all material respects with all covenants,
agreements and obligations required to be performed or complied with on or prior
to the Closing Date.  As of the Closing Date, there shall have not
occurred and be continuing any event, development or state of circumstances that
individually or in the aggregate has had or could reasonably be expected to
result in a Material Adverse Effect.

    


    c)           Buyer
shall have received the documents and other agreements and instruments pursuant
to Section 8.4(a),
and such other documents, agreements and instruments as it may reasonably
request in connection with the consummation of the transactions contemplated
hereby.

    


    d)           All
consents and approvals by Persons to the assignment of the Transferred Contracts
set forth on Schedule 5.20
shall have been received, all on terms and conditions materially not less
favorable to Seller than those in existence as of the Execution
Date.

    


    e)           Buyer
shall have received an Updated
Schedule 2.1(d), which shall be in form and substance reasonably
satisfactory to Buyer.

    


    f)           If
Seller so requests a reasonable time before the Closing Date, Buyer shall have
received a certificate of good standing in respect of Seller certified by the
Secretary of State of the State of Nevada, dated as of a reasonably recent date
prior to the Closing Date.

    


    g)           Buyer
shall have received the documents and other agreements and instruments pursuant
to Section 8.4(b),
and such other documents, agreements and instruments as it may reasonably
request in connection with the consummation of the transactions contemplated
hereby.

    


    8.3         Conditions to Obligations of
Seller.  The obligation of Seller to consummate the
transactions contemplated by this Agreement is subject to the satisfaction or
waiver by Seller at or prior to the Closing of the following additional
conditions:

    


    a)           The
representations and warranties of Buyer contained herein that are qualified by
materiality or subject to thresholds shall be true and correct in all respects,
and the representations and warranties of Buyer contained herein that are not so
qualified shall be true and correct in all material respects, each as of the
Closing Date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties
shall be true and correct on and as of such earlier date).


    
      
         


      

      
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    b)           Buyer
shall have performed and complied in all material respects with all covenants,
agreements and obligations required to be performed or complied with on or prior
to the Closing Date.

    


    c)           If
Buyer so requests a reasonable time before the Closing Date, Buyer shall have
received a certificate of good standing in respect of Seller certified by the
Secretary of State of the State of Nevada, dated as of a reasonably recent date
to the Closing Date.

    


    d)           Seller
shall have received the documents and other agreements and instruments pursuant
to Section 8.4(b),
and such other documents, agreements and instruments as it may reasonably
request in connection with the consummation of the transactions contemplated
hereby.

    


    8.4         Closing
Deliverables.

    


    a)           Seller Closing
Deliverables.  At the Closing, Seller shall have delivered or
caused to be delivered to Buyer:

    


    i)          a
duly executed counterpart of the Assignment and Assumption
Agreement;

    


    ii)         a
duly executed counterpart of the Assignment of Contracts;

    


    iii)        a
duly executed counterpart of the Bill of Sale;

    


    iv)        a
duly executed counterpart of the Patent Assignment;

    


    v)         duly
executed Shareholder Representation Letters by the shareholders of
Seller;

    


    vi)        a
duly executed Transaction Written Consent or other evidence reasonably
satisfactory to Buyer evidencing the Required Stockholder Vote; and

    


    vii)       such
other instruments as Buyer may reasonably request in order to carry out the
transactions contemplated by this Agreement.

    


    b)          Buyer Closing
Deliverables.  Buyer shall have delivered or caused to be
delivered to Seller:

    


    i)           Delivery
of a duly executed stock certificate for the Closing Shares.

     

    ii)         a
duly executed counterpart of the Assignment and Assumption
Agreement;

     

    iii)        a
duly executed counterpart of the Assignment of Contracts;

    


    iv)        a
duly executed counterpart of the Bill of Sale;

    


    v)     
   a duly executed counterpart of the Patent Assignment;
and

    


    vi)        such
other instruments as Seller may reasonably request in order to carry out the
transactions contemplated by this Agreement.


    
      
         


      

      
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    ARTICLE
IX

    Termination

    


    9.1         Termination.  This
Agreement may be terminated at any time prior to the Closing:

    


    a)           by
mutual written agreement of Buyer and Seller;

    


    b)          by
Notice of Termination delivered by either Party to the other Party, if
(i) the Closing shall not have occurred prior to December 31, 2009 (the
“Termination
Date”) (other than due to a breach of any representation or warranty
hereunder of the Party seeking to terminate this Agreement or as a result of the
failure on the part of such Party to comply with or perform any of its
covenants, agreements or obligations under this Agreement) or (ii) there
shall be in effect any applicable Law that prohibits the Closing or if the
Closing would violate any non-appealable order;

    


    c)           by
Notice of Termination delivered by Buyer to Seller, if any of the conditions set
forth in Section 8.1 or
Section 8.2
shall have become incapable of fulfillment on or prior to the Termination Date
and such condition or conditions shall not have been waived by
Buyer;

    


    d)           by
Notice of Termination delivered by Seller to Buyer, if any of the conditions set
forth in Section 8.1 or
Section 8.3
shall have become incapable of fulfillment on or prior to the Termination Date
and such condition or conditions shall not have been waived by
Seller;

    


    e)           by
Notice of Termination delivered by Buyer to Seller, if the Required Stockholder
Vote shall not have been obtained within three (3) days following the Execution
Date;

    


    f)           by
Notice of Termination delivered by Seller to Buyer, if Seller is not then in
material breach of any term of this Agreement, upon a material breach of any
representation, warranty or covenant of Buyer contained in this Agreement; provided that such
breach is not capable of being cured or has not been cured within
thirty (30) days after the giving of written notice thereof by Seller to
Buyer; or

    


    g)           by
Notice of Termination delivered by Buyer to Seller, if Buyer is not then in
material breach of any term of this Agreement, upon a material breach of any
representation, warranty or covenant of Seller contained in this Agreement;
provided that
such breach is not capable of being cured or has not been cured within
thirty (30) days after the giving of written notice thereof by Buyer to
Seller.

    


    9.2         Procedure of
Termination.  Termination of this Agreement by either Party
shall be by delivery of a written notice to the other Party (a “Notice of
Termination”).  A Notice of Termination shall state the
termination provision in this Agreement that such terminating Party is claiming
provides a basis for termination of this Agreement.  Termination of
this Agreement pursuant to the provisions of Section 9.1
shall be effective upon and as of the date of delivery of a Notice of
Termination as determined pursuant to Section 11.13.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    ARTICLE
X

    Indemnification and
Survival

    


    10.1       Indemnification by
Seller.

    


    a)           Seller’s
Indemnity.  Subject to the limitations and procedures set forth
in this Article X,
Seller agrees to indemnify and hold harmless Buyer and its Affiliates and their
respective officers, directors and employees (each, a “Buyer Indemnified
Party”) at all times against and in respect of all losses, damages,
Liabilities, costs and expenses (including reasonable attorneys’ fees)
(collectively, “Losses”) which any
Buyer Indemnified Party may suffer or incur to the extent arising out of,
related to or resulting from (i) any breach of any of the representations,
warranties, covenants and agreements of Seller set forth in this Agreement;
(ii) any Excluded Liability; (iii) any Permitted Encumbrance; or (iv) the
manufacture, marketing or sale of Products, or other operation of the Business
by Seller prior the Closing Date.

    


    10.2       Indemnification by
Buyer.

    


    a)           Buyer’s
Indemnity.  Subject to the limitations and procedures set forth
in this Article X, Buyer
agrees to indemnify and hold harmless Seller and Seller’s Affiliates and their
respective officers, directors and employees (each, a “Seller Indemnified
Party”) at all times against and in respect of all Losses which any
Seller Indemnified Party may suffer or incur to the extent arising out of,
related to or resulting from (i) any breach of any of the representations,
warranties, covenants and agreements of Buyer set forth in this Agreement;
(ii) any Assumed Liability; or (iii) the manufacture, marketing or
sale of Products, by Buyer from and after the Closing Date.

    


    10.3       Survival.  The
representations and warranties of the Parties contained herein shall survive
until twenty four (24) months following the Closing Date at which time they
shall expire except with respect to claims previously made in writing with
respect to breaches of such representations and warranties.  Except in
cases of fraud or willful misconduct, no claim may be made against Seller under
Section 10.1,
whether for indemnification in respect thereof or otherwise, unless written
notice of such claim, in reasonable detail as to the basis for and facts
supporting such claim, is given to Seller prior to twenty four (24) months
following the Closing Date.  Except in cases of fraud or willful
misconduct, no claim may be made against Buyer under Section 10.2, whether
for indemnification in respect thereof or otherwise, unless written notice of
such claim, in reasonable detail as to the basis for and facts supporting such
claim, is given to Seller prior to twenty four (24) months following the
Closing Date.  The covenants of the Parties set forth herein shall survive
in perpetuity except to the extent otherwise stated herein.

    


    ARTICLE
XI

    Miscellaneous

    


    11.1       Assignment.  This
Agreement may not be assigned or otherwise transferred by either Party without
the written consent of the other Party which shall not be unreasonably withheld
or delayed.  Any purported assignment in violation of the preceding
sentence shall be void.  Notwithstanding the foregoing, Buyer may
assign this Agreement and its rights and benefits hereunder and may delegate its
duties hereunder to an Affiliate or to any Person which acquires all or
substantially all of the business of Buyer; provided, however, that Buyer
shall remain primarily liable for its obligations hereunder.

    


    11.2       Expenses.  Whether
or not the transactions contemplated hereby are consummated, and except as
otherwise specified herein, each Party shall bear its own costs and expenses in
connection with this Agreement and with respect to the transactions contemplated
by this Agreement.

    


    11.3       Severability.  Each
of the provisions contained in this Agreement shall be severable, and the
unenforceability of one shall not affect the enforceability of any others or of
the remainder of this Agreement.

    


    11.4       Entire
Agreement.  This Agreement may not be amended, supplemented or
otherwise modified except by an instrument in writing signed by all of the
Parties hereto.  This Agreement and the Other Agreements contain the
entire agreement of the Parties hereto with respect to the transactions covered
hereby, superseding all negotiations, prior discussions and preliminary
agreements made prior to the Execution Date.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    11.5       Waiver.  The
failure of any Party to enforce any condition or part of this Agreement at any
time shall not be construed as a waiver of that condition or part, nor shall it
forfeit any rights to future enforcement thereof.

    


    11.6       Governing
Law.  All question concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to its conflicts
of laws principles.

    


    11.7       Venue.  The
Parties hereby irrevocably and unconditionally consent to the exclusive
jurisdiction of the courts of the State of Nevada for any action, suit,
proceeding, claim, arbitration or investigation (other than appeals therefrom)
instituted by either Party, in each case arising out of or relating to this
Agreement or the Other Agreements or otherwise in connection with the
transactions contemplated hereby and thereby, and agree not to commence any
action, suit, proceeding, claim, arbitration or investigation (other than
appeals therefrom) related thereto except in such courts.  The Parties
further hereby irrevocably and unconditionally waive any objection to the laying
of venue of any action, suit, proceeding, claim, arbitration or investigation
(other than appeals therefrom) arising out of or relating to this Agreement or
the Other Agreements or otherwise in connection with the transactions
contemplated hereby and thereby in such courts, and hereby further irrevocably
and unconditionally waive and agree not to plead or claim in any such court that
any such action, suit, proceeding, claim, arbitration or investigation brought
in any such court has been brought in an inconvenient forum.  Each
Party hereto further agrees that service of any process, summons, notice or
document by U.S. registered mail to its address set forth below shall be
effective service of process for any action, suit, proceeding, claim,
arbitration or investigation brought against it under this Agreement or the
Other Agreements in any such court.

    


    11.8       Headings.  The
headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part
hereof.

    


    11.9       Counterparts.  The
Parties may execute this Agreement in one or more counterparts, and each fully
executed counterpart shall be deemed an original.

    


    11.10     Parties in
Interest.  Nothing in this Agreement, express or implied, is
intended to confer on any Person other than the Parties and their respective
successors and assigns any rights or remedies under or by virtue of this
Agreement.

    


    11.11     Schedules.  The
Schedules and Buyer Schedules referred to herein shall be construed with and as
an integral part of this Agreement to the same extent as if they were set forth
verbatim herein.  Disclosure of any fact or item in any Schedule or
Buyer Schedule hereto referenced by a particular Section in this Agreement shall
be deemed to have been disclosed with respect to every other Section in this
Agreement; provided that it is
reasonably apparent that such fact or item relates to such other
Section.

    


    11.12     Notices.  All
communications, notices and consents provided for herein shall be in writing and
be given in person or by means of telex, facsimile or other means of wire
transmission (with request for assurance of receipt in a manner typical with
respect to communications of that type), by overnight courier or by mail, and
shall become effective: (a) on delivery if given in person; (b) one
Business Day after the date of transmission if sent by telex, facsimile or other
means of wire transmission, with written confirmation of successful
transmission; (c) one (1) Business Day after delivery to the overnight
service; or (d) four (4) Business Days after being deposited in the
United States mails, with proper postage and documentation, for first-class
registered or certified mail, prepaid.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    Notices
shall be addressed as follows:

     

    
      	
              If
      to Buyer, to:

            
	 
      	
              UV
      Flu Technologies, Inc.

              1694
      Falmouth Rd. Suite 147

              Centerville,
      MA 02632-2933

              Attention:
      President

            


    

     

    
      	
              with
      copies (which shall not constitute notice) to:

            
	 
      	
              Weintraub
      Genshlea Chediak

              400
      Capitol Mall, 11th
      Floor

              Sacramento,
      CA 95814

              Facsimile:  (916)
      446-1611

              Attention:
      Mark C. Lee, Esq.

            


    

    


    
      	
              If
      to Seller, to:

            
	 
      	
              AmAirPure,
      Inc.

              104
      Swallow Hill Drive

              Barnstable,
      MA  02630

              Attention:
      President

            


    

    


    provided, however, that if
either Party shall have designated a different address by notice to the other
Party, then to the last address so designated.

     

    [Signature
Page Follows]


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Parties hereto have caused this Asset Purchase Agreement to
be executed by their respective duly authorized officers as of the date first
above written.

     

    
      
        
          
            
              	 
      	
                      “BUYER”

                    
	 
      	 
      
	 
      	
                      UV
      FLU TECHNOLOGIES, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      	 
      
	 
      	
                      Name:
      John J. Lennon

                    
	 
      	
                      Title:
      President

                    
	 
      	 
      
	 
      	
                      “SELLER”

                    
	 
      	 
      
	 
      	
                      AMAIRPURE,
      INC.

                    
	 
      	 
      
	 
      	
                      By: 

                    	 
      	 
      


            

          

        

      

    

    
      
        
          	 
      	
                  Name:

                	 
      	 
      


        

      

    

    
      
        
          	 
      	
                  Title:

                	 
      	 
      


        

      

    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    Schedule
2.1

    


    List of
Acquired Assets

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Inventory

                              	 
      	 
      	 
      	 
      	 
      	
                                Machines

                              
	
                                RX
      400

                              	 
      	 
      	 
      	 
      	 
      	
                                Complete
      with failed cartridges

                              
	 
      	 
      	
                                Inventory
      of working machines

                              	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Warehouse

                              	 
      	
                                280

                              	 
      	 
      
	 
      	 
      	
                                My
      House

                              	 
      	
                                1

                              	 
      	 
      
	 
      	 
      	 
      	 
      	
                                281

                              	 
      	
                                281

                              
	 
      	 
      	
                                Inventory
      of machines without cartridges

                              	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Warehouse

                              	 
      	
                                0

                              	 
      	 
      
	 
      	 
      	
                                My
      House

                              	 
      	
                                3

                              	 
      	 
      
	 
      	 
      	 
      	 
      	
                                3

                              	 
      	
                                3

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Total
      RX 400

                              	 
      	 
      	 
      	
                                316

                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Lamps

                              	 
      	 
      	 
      	
                                1100

                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Cartridges

                              	 
      	 
      	 
      	 
      	 
      	 
      
	
                                RX
      470

                              	 
      	
                                Inventory
      cartridges

                              	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Warehouse

                              	 
      	
                                300

                              	 
      	 
      
	 
      	 
      	
                                My
      House

                              	 
      	
                                1

                              	 
      	 
      
	 
      	 
      	 
      	 
      	
                                301

                              	 
      	
                                301

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Total
      RX 470

                              	 
      	 
      	 
      	
                                304

                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Tooling

                              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Less
      accumulated amortization

                              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Fixed
      Assets

                              	 
      	 
      	 
      	
                                Original
      cost

                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Net
      Book Value

                              	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Office
      equipment

                              	 
      	 
      	 
      	
                                350

                              	 
      	 
      
	
                                Computer,
      printer/fax

                              	 
      	 
      	 
      	
                                1500

                              	 
      	 
      
	
                                Conference
      table

                              	 
      	 
      	 
      	
                                629

                              	 
      	 
      
	
                                Furniture,
      Cape Office

                              	 
      	 
      	 
      	
                                1628

                              	 
      	 
      
	
                                Dasibi
      Ozone Machine with upgrade

                              	 
      	 
      	 
      	
                                9593

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    Schedule
2.2

    


    List of
Excluded Assets

    


    All
assets of Seller not set forth in Section 2.1 of the Asset Purchase Agreement
and Schedule 2.1 to the Asset Purchase Agreement


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

    


    Exhibit
A

    


    Assignment
and Assumption Agreement

    


    Exhibit
B

    


    Assignment
of Contracts

    


    Exhibit
C

    


    Bill of
Sale

    


    Exhibit
D

    


    Patent
Assignment

    


    Exhibit
E

    


    Form of
Shareholder Representation Letter


    
      
         


      

      
        34